Subsidiary to execute a notation of Note Guarantee pursuant to a supplemental indenture substantially in the form of Exhibit F hereto, in form and substance satisfactory to the Trustee and
deliver an Opinion of Counsel to the Trustee within 20 Business Days of the date on which it was acquired or created (or ceased to be an Immaterial Subsidiary, to the extent applicable) to the effect that such supplemental indenture has been duly
authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions); provided that any Domestic
Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form of notation of such Note Guarantee is attached as Exhibit E hereto.
||Designation of Restricted and Unrestricted Subsidiaries. |
The Board of Directors of the
Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with the definition of an Unrestricted Subsidiary. If a Restricted
Subsidiary is designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary designated as an Unrestricted Subsidiary will be deemed to
be an Investment made as of the time of the designation and that designation will only be permitted if the Investment would be permitted at that time (either as a Restricted Payment or as a Permitted Investment) and if such Restricted Subsidiary
otherwise meets the definition of an Unrestricted Subsidiary. Such designation will reduce the amount available for Restricted Payments or Permitted Investments, as applicable.
Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary will be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors giving effect to such designation and an Officers Certificate certifying that such designation complied with the preceding conditions and was permitted by Section 4.07 hereof. If,
at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of such Subsidiary
will be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness is not permitted to be incurred as of such date under Section 4.09 hereof, the Company will be in default of such covenant unless
such Unrestricted Subsidiary is made to meet such requirements.
The Board of Directors of the Company may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness and Liens of such Unrestricted
Subsidiary and such designation will only be permitted if (1) such Indebtedness and Liens are permitted under Sections 4.09 and 4.12 hereof, calculated on a pro forma basis as if such designation had occurred at the beginning of the
four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation.
||Merger, Consolidation, or Sale of Assets. |
(a) The Company shall not, directly or
indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
(a) the Company is the surviving corporation; or
(b) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale,
assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state of the United States or the District of Columbia;